Exhibit 1
$520,000,000
DOMINION RESOURCES, INC.
2002 Series C 5.70% Senior Notes, Due September 17, 2012
UNDERWRITING AGREEMENT
September 9, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Securities LLC
Credit Suisse First Boston Corporation
as Representatives for the Underwriters
listed in Schedule I hereto
c/o Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - Capital Markets Division
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Mail Code: NC1-007-06-01
c/o Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The undersigned, Dominion Resources, Inc. (the "Company"), hereby
confirms its agreement with the several Underwriters named in Schedule I hereto
(the "Agreement") with respect to the issuance and sale to the several
Underwriters named in Schedule I of certain of the Company's Senior Notes (the
"Senior Notes") specified in Schedule II hereto, and the public offering thereof
by the several Underwriters, upon the terms specified in Schedule II.
1. Underwriters and Representatives. The term "Underwriters" as used
herein shall be deemed to mean the several persons, firms or corporations
(including the Representatives hereinafter mentioned) named in Schedule I
hereto, and the term "Representatives" as used herein shall be deemed to mean
the Representatives to whom this Agreement is addressed, who by signing this
Agreement represent that they have been authorized by the other Underwriters to
execute this Agreement on their behalf and to act for them in the manner herein
provided. If there shall be only one person, firm or corporation named as an
addressee above, the term "Representatives" as used herein shall mean that
person, firm or corporation. If there shall be only one person, firm or
corporation named in Schedule I hereto, the term "Underwriters" as used herein
shall mean that person, firm or corporation. All obligations of the Underwriters
hereunder are several and not joint. Unless otherwise stated, any action under
or in respect of this Agreement taken by the Representatives will be binding
upon all the Underwriters.
2. Description of the Senior Notes. Schedule II specifies the aggregate
principal amount of the Senior Notes, the initial public offering price of the
Senior Notes, the purchase price to be paid by the Underwriters, and any
concession from the initial public offering price to be allowed to dealers or
brokers, and sets forth the date, time and manner of delivery of the Senior
Notes and payment therefor. Schedule II also specifies (to the extent not set
forth in Sections 4 and 5 herein, the Registration Statement and Prospectus
referred to below) the terms and provisions for the purchase of such Senior
Notes. The Senior Notes will be issued under the Company's Senior Indenture
dated as of June 1, 2000 between the Company and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as Trustee (the "Trustee"), as previously
supplemented and as further supplemented by a Twelfth Supplemental Indenture
dated as of September 1, 2002 (collectively, the "Indenture").
3. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Underwriters that:
(a) A registration statement, No. 333-97393 on Form S-3 for the
registration of the Senior Notes under the Securities Act of 1933, as
amended (the "Securities Act"), heretofore filed with the Securities
and Exchange Commission (the "Commission") has become effective. The
registration statement, including all exhibits thereto, as amended
through the date hereof, is hereinafter referred to as the
"Registration Statement"; the prospectus relating to the Senior Debt
Securities and other securities included in the Registration Statement,
which prospectus is now proposed to be supplemented by a prospectus
supplement relating to the Senior Notes to be filed with the Commission
under the Securities Act, as completed and as so supplemented, is
hereinafter referred to as the "Prospectus". As used herein, the terms
"Registration Statement" and "Prospectus" include all documents
(including any Current Report on Form 8-K) incorporated therein by
reference, and shall include any documents (including any Current
Report on Form 8-K) filed after the date of such Registration Statement
or Prospectus and incorporated therein by reference from the date of
filing of such incorporated documents (collectively, "the Incorporated
Documents").
(b) No order suspending the effectiveness of the Registration
Statement or otherwise preventing or suspending the use of the
Prospectus has been issued by the Commission and is in effect and no
proceedings for that purpose are pending before or, to the knowledge of
the Company, threatened by the Commission. The Registration Statement
and the Prospectus comply in all material respects with the provisions
of the Securities Act, the Securities Exchange Act of 1934, as amended
(the "Securities Exchange Act"), the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the rules, regulations and
releases of the Commission (the "Rules and Regulations"); neither the
Registration Statement on the date it was declared effective (the
"Effective Date") nor the Prospectus on the date hereof contained or
contains an untrue statement of a material fact or omitted or omits to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and, on the Closing Date
(as defined below), the Registration Statement and the Prospectus
(including any amendments and supplements thereto) will conform in all
respects to the requirements of the Securities Act, the Securities
Exchange Act, the Trust Indenture Act and the Rules and Regulations,
and neither of such
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documents will include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, that the
foregoing representations and warranties in this Section 3(b) shall not
apply to statements in or omissions from the Registration Statement or
the Prospectus made in reliance upon information furnished herein or in
writing to the Company by the Underwriters or on the Underwriters'
behalf through the Representatives for use in the Registration
Statement or Prospectus or the part of the Registration Statement which
constitutes the Trustee's Statement of Eligibility under the Trust
Indenture Act; and provided, further, that the foregoing
representations and warranties are given on the basis that any
statement contained in an Incorporated Document shall be deemed not to
be contained in the Registration Statement or Prospectus if the
statement has been modified or superseded by any statement in a
subsequently filed Incorporated Document or in the Registration
Statement or Prospectus or in any amendment or supplement thereto.
(c) Except as reflected in, or contemplated by, the
Registration Statement and Prospectus (exclusive of any amendments or
supplements after the date hereof), since the respective most recent
dates as of which information is given in the Registration Statement
and Prospectus (exclusive of any amendments or supplements after the
date hereof), there has not been any material adverse change or event
which would result in a material adverse effect on the condition of the
Company and its subsidiaries taken as a whole, financial or otherwise
(a Material Adverse Effect). The Company and its subsidiaries taken as
a whole have no material contingent financial obligation which is not
disclosed in the Registration Statement and the Prospectus.
(d) Deloitte & Touche LLP who have certified certain of the
Company's financial statements filed with the Commission and
incorporated by reference in the Registration Statement are independent
public accountants as required by the Securities Act and the rules and
regulations relating to the Securities Act.
(e) Consolidated Natural Gas Company, Dominion Exploration &
Production, Inc., Dominion Energy, Inc., Dominion Nuclear Connecticut,
Inc., Dominion Nuclear, Inc., Dominion Nuclear Marketing II, Inc.,
Dominion Transmission, Inc., The East Ohio Gas Company and Virginia
Electric and Power Company are the only Significant Subsidiaries of the
Company as such term is defined in Rule 1-02 of Regulation S-X. All of
the issued and outstanding capital stock of each Significant Subsidiary
has been duly authorized and validly issued, is fully paid and
nonassessable, and, with the exception of the outstanding preferred
stock of Virginia Electric and Power Company which is owned by third
parties, the capital stock of each Significant Subsidiary is owned by
the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, claim, encumbrance or
equitable right.
(f) The execution, delivery and performance of this Agreement,
the Indenture and the Senior Notes and the consummation of the
transactions contemplated in this Agreement and in the Registration
Statement (including the issuance and sale of the Senior Notes and the
use of the proceeds from the sale of the Senior Notes as described in
the Prospectus under the caption "Use of Proceeds") and compliance by
the Company with its
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obligations under this Agreement, the Indenture and the Senior Notes do
not and will not, whether with or without the giving of notice or lapse
of time or both, conflict with or constitute a breach of or default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any
subsidiary pursuant to any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or any other agreement or
instrument, to which the Company or any subsidiary is a party or by
which it or any of them may be bound, or to which any of the property
or assets of the Company or any subsidiary is subject (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that
would not have a Material Adverse Effect), nor will such action result
in any violation of the provisions of the charter or bylaws of the
Company or any subsidiary, or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any subsidiary or any of their
respective properties, assets or operations, and the Company has full
power and authority to authorize, issue and sell the Senior Notes as
contemplated by this Agreement.
(g) The Company is not, and, after giving effect to the offering and
sale of the Senior Notes and the application of the proceeds thereof as
described in the Prospectus, will not be, an "investment company" or a
company "controlled" by an "investment company" which is required to be
registered under the Investment Company Act of 1940, as amended.
4. Purchase and Public Offering. On the basis of the representations
and warranties herein contained, but subject to the terms and conditions in this
Agreement set forth, the Company agrees to sell to each of the Underwriters, and
each Underwriter agrees, severally and not jointly, to purchase from the
Company, at the price, place and time hereinafter specified, the principal
amount of the Senior Notes set forth opposite the name of such Underwriter in
Schedule I hereto. The Underwriters agree to make a public offering of their
respective Senior Notes specified in Schedule I hereto at the initial public
offering price specified in Schedule II hereto. It is understood that after such
initial offering the several Underwriters reserve the right to vary the offering
price and further reserve the right to withdraw, cancel or modify any subsequent
offering without notice.
The obligation of the Underwriters to purchase and pay for the Senior
Notes shall be satisfied by Credit Suisse First Boston Corporation ("CSFB"),
acting on behalf of the Underwriters, by delivering to the Company in exchange
for the Senior Notes (x) $200,000,000 aggregate principal amount of the
Company's 7.40% Series D Remarketable Notes Due September 16, 2012 (Remarketing
Date: September 16, 2002) and $250,000,000 Floating Rate Series F Remarketable
Notes Due September 16, 2012 (Remarketing Date: September 16, 2002)
(collectively, the "Exchange Notes") (or such lesser amount of the Exchange
Notes as CSFB actually holds or as is equal to the purchase price of the Senior
Notes as set forth in Schedule II), in accordance with arrangements established
between the Company and CSFB and not involving the other Underwriters, and (y) a
cash payment in accordance with Section 5 equal to the excess, if any, of the
purchase price of the Senior Notes as set forth in Schedule II hereto over the
value of the Exchange Notes, as agreed by the Company and CSFB. The Exchange
Notes will be delivered on the Closing Date through the facilities of The
Depository Trust Company to JPMorgan Chase Bank, as Trustee, for the account of
the Company. Delivery of the Exchange
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Notes will be deemed to have occurred when the Company receives notice from the
Trustee that the Trustee's (or its nominee's) account with The Depository Trust
Company has been credited with the Exchange Notes. Subsequently, the Trustee, in
accordance with the Company's instructions, will effect the retirement of the
Exchange Notes. Each Underwriter has authorized CSFB (for such Underwriter's
account) to make payment of the purchase price for the Senior Notes as set forth
in Schedule II in accordance with the procedures set forth in this paragraph.
5. Time and Place of Closing. Delivery of the certificate(s) for the
Senior Notes and payment therefor in accordance with Section 4 for the accounts
of the several Underwriters shall be made at the time, place and date specified
in Schedule II or such other time, place and date as the Representatives and the
Company may agree upon in writing, and subject to the provisions of Section 10
hereof. The hour and date of such delivery and payment are herein called the
"Closing Date". Unless otherwise specified in Section 4 and/or Schedule II
hereto, payment for the Senior Notes shall be made by wire transfer of
immediately available funds to the Company's account on the Closing Date against
delivery of the Senior Notes, in fully registered form, registered in the name
of Cede & Co., as nominee for The Depository Trust Company. The certificate(s)
for the Senior Notes will be made available at the location specified on
Schedule II for examination by the Representatives not later than 12:00 noon,
New York time, on the last business day prior to the Closing Date.
6. Covenants of the Company. The Company agrees that:
(a) If the Representatives so request, the Company, on or prior to
the Closing Date, will deliver to the Representatives conformed copies
of the Registration Statement as originally filed, including all
exhibits, any related preliminary prospectus supplement, the Prospectus
and all amendments and supplements to each such document, in each case
as soon as available and in such quantities as are reasonably requested
by the Representatives. The Representatives will be deemed to have made
such a request for copies for each of the several Underwriters and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, with respect to any
such documents that are not electronically available through the
Commission's ▇▇▇▇▇ filing system.
(b) The Company will pay all expenses in connection with (i) the
preparation and filing by it of the Registration Statement and the
Prospectus, (ii) the preparation, issuance and delivery of the Senior
Notes, (iii) any fees and expenses of the Trustee and (iv) the printing
and delivery to the Underwriters, in reasonable quantities, of copies
of the Registration Statement and the Prospectus (each as originally
filed and as subsequently amended). In addition, the Company will pay
the reasonable out of pocket fees and disbursements of Underwriters'
outside counsel, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, in connection with the
qualification of the Senior Notes under state securities or blue sky
laws or investment laws (if and to the extent such qualification is
required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Senior
Notes is required to be delivered under the Securities Act, any event
occurs as a result of which the Prospectus
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as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary at any time to amend
the Prospectus to comply with the Securities Act, the Company promptly
will (i) notify the Underwriters through the Representatives to suspend
solicitation of purchases of the Senior Notes and (ii) at its expense,
prepare and file with the Commission an amendment or supplement which
will correct such statement or omission or an amendment which will
effect such compliance. During the period specified above, the Company
will continue to prepare and file with the Commission on a timely basis
all documents or amendments required under the Securities Exchange Act
and the applicable rules and regulations of the Commission thereunder;
provided, that the Company shall not file such documents or amendments
without also furnishing copies thereof to the Representatives and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP. Any such documents or amendments which are
electronically available through the Commission's ▇▇▇▇▇ filing system
shall be deemed to have been furnished by the Company to the
Representatives and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP.
(d) The Company will advise the Representatives promptly of
any proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representatives a reasonable opportunity
to comment on any such proposed amendment or supplement prior to
filing; and the Company will also advise the Representatives promptly
of the filing of any such amendment or supplement and of the
institution by the Commission of any stop order proceedings in respect
of the Registration Statement or of any part thereof and will use its
best efforts to prevent the issuance of any such stop order and to
obtain as soon as possible its lifting, if issued.
(e) The Company will make generally available to its security
holders, as soon as it is practicable to do so, an earnings statement
of the Company (which need not be audited) in reasonable detail,
covering a period of at least 12 months beginning within three months
after the effective date of the Registration Statement, which earnings
statement shall satisfy the requirements of Section 11(a) of the
Securities Act.
(f) The Company will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the Senior
Notes for offer and sale under the securities or blue sky laws of such
jurisdictions as the Representatives may designate; provided, however,
that the Company shall not be required in any state to qualify as a
foreign corporation, or to file a general consent to service of
process, or to submit to any requirements which it deems unduly
burdensome.
(g) Fees and disbursements of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, who is
acting as counsel for the Underwriters (exclusive of fees and
disbursements of such counsel which are to be paid as set forth in
Section 6(b)), shall be paid by the Underwriters; provided, however,
that if this Agreement is terminated in accordance with the provisions
of Sections 7 or 8 hereof, the Company shall reimburse the
Representatives for the account of the Underwriters for the amount of
such fees and disbursements.
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(h) During the period beginning on the date of this Agreement and
continuing to and including the Closing Date, the Company will not,
without the prior written consent of the Representatives, directly or
indirectly, sell or offer to sell or otherwise dispose of any Senior
Notes or any security convertible into or exchangeable for Senior Notes
or any debt securities substantially similar to Senior Notes (except
for the Senior Notes issued pursuant to this Agreement).
7. Conditions of Underwriters' Obligations; Termination by the
Underwriters.
(a) The obligations of the Underwriters to purchase and pay for
the Senior Notes on the Closing Date shall be subject to the following
conditions:
(i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect on the Closing Date and
no proceedings for that purpose shall be pending before, or to
the knowledge of the Company threatened by, the Commission on
such date. The Representatives shall have received, prior to
payment for the Senior Notes, a certificate dated the Closing
Date and signed by the President or any Vice President of the
Company to the effect that no such stop order is in effect and
that no proceedings for such purpose are pending before or, to
the knowledge of the Company, threatened by the Commission.
(ii) The relevant order or orders of the Commission pursuant
to the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act") permitting the issuance and sale of the Senior
Notes, a copy of which has been provided to the Representatives,
shall be in full force and effect and all provisions of such
order or orders heretofore entered are deemed acceptable to the
Representatives and the Company and all provisions of such order
or orders hereafter entered shall be deemed acceptable to the
Representatives and the Company unless within 24 hours after
receiving a copy of any such order either shall give notice to
the other to the effect that such order contains an unacceptable
provision.
(iii) On the Closing Date the Representatives shall receive,
on behalf of the several Underwriters, the opinions of ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, McGuireWoods LLP,
counsel to the Company, and the Company's General Counsel,
substantially in the forms attached hereto as Schedules III, IV
and V, respectively, and all in form and substance satisfactory
to the Representatives.
(iv) The Representatives shall have received from Deloitte &
Touche LLP on the date of this Agreement and on the Closing Date
letters addressed to the Representatives containing statements
and information of the type ordinarily included in accountants'
SAS 72 "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained
in or incorporated by reference into the Prospectus, including
the pro forma financial information.
(v) Subsequent to the execution of this Agreement and prior
to the Closing Date, (A) except as reflected in, or contemplated
by, the Registration
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Statement and the Prospectus (exclusive of amendments or supplements after
the date hereof), there shall not have occurred (1) any change in the
senior debt securities of the Company of the same class as the Senior Notes
(other than a decrease in the aggregate principal amount thereof
outstanding), (2) any material adverse change in the general affairs,
financial condition or earnings of the Company and its subsidiaries taken
as a whole or (3) any material transaction entered into by the Company
other than a transaction in the ordinary course of business, the effect of
which in each such case in the reasonable judgment of the Representatives
is so material and so adverse that it makes it impracticable to proceed
with the public offering or delivery of the Senior Notes on the terms and
in the manner contemplated in the Prospectus and this Agreement, and (B)
there shall not have occurred (1) a downgrading in the rating accorded the
Company's senior unsecured notes, or securities that are pari passu to the
Company's senior unsecured notes, by any "nationally recognized statistical
rating organization" (as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act) and no such
organization shall have given any notice of any intended or potential
downgrading or of any review for a possible change with possible negative
implications in its ratings of such securities, (2) any general suspension
of trading in securities on the New York Stock Exchange or any limitation
on prices for such trading or any restrictions on the distribution of
securities established by the New York Stock Exchange or by the Commission
or by any federal or state agency or by the decision of any court, (3) a
suspension of trading of any securities of the Company on the New York
Stock Exchange, (4) a banking moratorium declared either by federal or New
York State authorities or (5) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war
by the United States Congress or any other substantial national or
international calamity or crisis resulting in the declaration of a national
emergency, or if there has occurred any material adverse change in the
financial markets; provided the effect of such outbreak, escalation,
declaration, calamity, crisis or material adverse change shall, in the
reasonable judgment of the Representatives, make it impracticable to
proceed with the public offering or delivery of the Senior Notes on the
terms and in the manner contemplated in the Prospectus and in this
Agreement.
(vi) On the Closing Date, the representations and warranties of the
Company in this Agreement shall be true and correct as if made on and as of
such date, and the Company shall have performed all obligations and
satisfied all conditions required of it under this Agreement; and, on the
Closing Date, the Representatives shall have received a certificate to such
effect signed by the President or any Vice President of the Company.
(vii) All legal proceedings to be taken in connection with the
issuance and sale of the Senior Notes shall have been satisfactory in form
and substance to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP.
(b) In case any of the conditions specified above in Section 7(a) shall not
have been fulfilled, this Agreement may be terminated by the Representatives
upon mailing or
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delivering written notice thereof to the Company; provided, however, that
in case the conditions specified in subsections 7(a)(v) and (vi) shall not
have been fulfilled, this Agreement may not be so terminated by the
Representatives unless Underwriters who have agreed to purchase in the
aggregate 50% or more of the aggregate principal amount of the Senior Notes
shall have consented to such termination and the aforesaid notice shall so
state. Any such termination shall be without liability of any party to any
other party except as otherwise provided in Section 9 and Sections 6(b),
6(g) and 7(c) hereof.
(c) If this Agreement shall be terminated by the Representatives
pursuant to Section 7(b) above or because of any failure or refusal on the
part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company shall be
unable to perform its obligations under this Agreement, then in any such
case, the Company will reimburse the Underwriters, severally, for all
out-of-pocket expenses (in addition to the fees and disbursements of their
outside counsel as provided in Section 6(g)) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated
hereunder and, upon such reimbursement, the Company shall be absolved from
any further liability hereunder, except as provided in Section 6(b) and
Section 9.
8. Conditions of the Obligation of the Company. The obligation of the
Company to deliver the Senior Notes shall be subject to the conditions set forth
in the first sentence of Section 7(a)(i) and in Section 7(a)(ii). In case such
conditions shall not have been fulfilled, this Agreement may be terminated by
the Company by mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability of any party to
any other party except as otherwise provided in Sections 6(b), 6(g), 9 and 10
hereof.
9. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each Underwriter and
each person who controls any Underwriter within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Securities Exchange Act, against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Securities Act, the Securities Exchange
Act, or any other statute or common law and to reimburse each such Underwriter
and controlling person for any legal or other expenses (including, to the extent
hereinafter provided, reasonable outside counsel fees) incurred by them in
connection with investigating or defending any such losses, claims, damages, or
liabilities, or in connection with defending any actions, insofar as such
losses, claims, damages, liabilities, expenses or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus, or in either such
document as amended or supplemented (if any amendments or supplements thereto
shall have been furnished), or any preliminary Prospectus (if and when used
prior to the date hereof), or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided that the foregoing indemnity
agreement, insofar as it relates to any preliminary Prospectus, shall not inure
to the benefit of any Underwriter (or to the benefit of any person who controls
such Underwriter) on account of any losses, claims, damages or liabilities
arising out of the sale of any of the Senior Notes by such Underwriter to any
person if it
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shall be established that a copy of the Prospectus, excluding any documents
incorporated by reference (as supplemented or amended, if the Company shall have
made any supplements or amendments which have been furnished to the
Representatives), shall not have been sent or given by or on behalf of such
Underwriter to such person at or prior to the written confirmation of the sale
to such person in any case where such delivery is required by the Securities Act
and the Company satisfied its obligations pursuant to Section 6(a) hereof, if
the misstatement or omission leading to such loss, claim, damage or liability
was corrected in the Prospectus (excluding any documents incorporated by
reference) as amended or supplemented, and such correction would have cured the
defect giving rise to such loss, claim, damage, or liability; and provided
further, however, that the indemnity agreement contained in this Section 9(a)
shall not apply to any such losses, claims, damages, liabilities, expenses or
actions arising out of or based upon any such untrue statement or alleged untrue
statement, or any such omission or alleged omission, if such statement or
omission was made in reliance upon information furnished herein or otherwise in
writing to the Company by or on behalf of any Underwriter for use in the
Registration Statement or any amendment thereto, in the Prospectus or any
supplement thereto, or in any preliminary Prospectus. The indemnity agreement of
the Company contained in this Section 9(a) and the representations and
warranties of the Company contained in Section 3 hereof shall remain operative
and in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter or any such controlling person, and shall survive the
delivery of the Senior Notes.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its officers and directors, and each person who
controls any of the foregoing within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Securities Exchange Act, against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act, the Securities Exchange Act, or any
other statute or common law and to reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided, reasonable outside
counsel fees) incurred by them in connection with investigating or defending any
such losses, claims, damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or in either such document as amended or supplemented (if any
amendments or supplements thereto shall have been furnished), or any preliminary
Prospectus (if and when used prior to the date hereof), or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading if such statement or
omission was made in reliance upon information furnished herein or in writing to
the Company by or on behalf of such Underwriter for use in the Registration
Statement or the Prospectus or any amendment or supplement to either thereof, or
any preliminary Prospectus. The indemnity agreement of the respective
Underwriters contained in this Section 9(b) shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such controlling person, and shall survive the delivery of the
Senior Notes.
(c) The Company and each of the Underwriters agree that, upon the receipt
of notice of the commencement of any action against the Company or any of its
officers or directors, or any person controlling the Company, or against such
Underwriter or controlling person as aforesaid, in respect of which indemnity
may be sought on account of any indemnity agreement
-10-
contained herein, it will promptly give written notice of the commencement
thereof to the party or parties against whom indemnity shall be sought
hereunder, but the omission so to notify such indemnifying party or parties of
any such action shall not relieve such indemnifying party or parties from any
liability which it or they may have to the indemnified party otherwise than on
account of such indemnity agreement. In case such notice of any such action
shall be so given, such indemnifying party shall be entitled to participate at
its own expense in the defense or, if it so elects, to assume (in conjunction
with any other indemnifying parties) the defense of such action, in which event
such defense shall be conducted by counsel chosen by such indemnifying party (or
parties) and satisfactory to the indemnified party or parties who shall be
defendant or defendants in such action, and such defendant or defendants shall
bear the fees and expenses of any additional outside counsel retained by them;
provided that, if the defendants (including impleaded parties) in any such
action include both the indemnified party and the indemnifying party (or
parties) and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party (or
parties), the indemnified party shall have the right to select separate counsel
to assert such legal defenses and to participate otherwise in the defense of
such action on behalf of such indemnified party. The indemnifying party shall
bear the reasonable fees and expenses of outside counsel retained by the
indemnified party if (i) the indemnified party shall have retained such counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to one local counsel), representing the
indemnified parties under Section 9(a) or 9(b), as the case may be, who are
parties to such action), (ii) the indemnifying party shall have elected not to
assume the defense of such action, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the commencement of
the action, or (iv) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party.
Notwithstanding the foregoing sentence, an indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
(such consent not to be unreasonably withheld), but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which indemnification may be
sought hereunder (whether or not the indemnified party is an actual or potential
party to such a proceeding), unless such settlement (x) includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and (y) does not include a
statement as to or an admission of fault, culpability or failure to act by or on
behalf of any indemnified party.
(d) If the indemnification provided for in Section 9(a) or 9(b) is
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
of the Underwriters, on the other, in connection with the statements or
omissions that resulted in such losses, claims,
-11-
damages or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations, including relative benefit. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading relates to information
supplied by the Company on the one hand or by the Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 9(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 9(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section
9(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations under this Section 9(d) to
contribute are several in proportion to their respective underwriting
obligations and not joint. The remedies provided for in this Section 9 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
10. Termination. If any one or more of the Underwriters shall fail or
refuse to purchase the Senior Notes which it or they have agreed to purchase
hereunder, and the aggregate principal amount of the Senior Notes which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate principal amount of the Senior
Notes, then the other Underwriters shall be obligated severally in the
proportions which the principal amount of the Senior Notes set forth opposite
their respective names in Schedule I bears to the aggregate underwriting
obligations of all non-defaulting Underwriters, or in such other proportions as
the Underwriters may specify, to purchase the Senior Notes which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase. If any
Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and
the aggregate principal amount of the Senior Notes with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of the
Senior Notes and arrangements satisfactory to the Underwriters and the Company
for the purchase of such Senior Notes are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter (except as provided in Section 6(g) and Section 9) or
of the Company (except as provided in Section 6(b) and Section 9). In any such
case not involving a termination, either the Representatives or the Company
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this Section 10 shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
11. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
shall remain operative and in full force and
-12-
effect regardless of any investigation made by or on behalf of any Underwriter
or any controlling person of any Underwriter, or by or on behalf of the Company,
and shall survive delivery of the Senior Notes.
12. Representation of CSFB. CSFB represents to the Company that on the
Closing Date CSFB will deliver the Exchange Notes to the Company free and clear
of any pledge, lien, security interest, encumbrance or claim that CSFB created,
permitted or imposed on the Exchange Notes; and to the knowledge of CSFB, the
Exchange Notes to be delivered by CSFB pursuant to this Agreement were at the
time acquired by CSFB free of any pledges, liens, security interests,
encumbrances or claims; and CSFB has full power and authority to effect the
delivery of the Exchange Notes as contemplated by this Agreement. CSFB has not
acted and is not acting as agent for the Company in its acquisition of the
Exchange Notes.
13. Miscellaneous. The validity and interpretation of this Agreement shall
be governed by the laws of the State of New York. This Agreement shall inure to
the benefit of the Company, the Underwriters and, with respect to the provisions
of Section 9 hereof, each controlling person and each officer and director of
the Company referred to in Section 9, and their respective successors, assigns,
executors and administrators. Nothing in this Agreement is intended or shall be
construed to give to any other person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. The term "successors" as used in this Agreement
shall not include any purchaser, as such, of any of the Senior Notes from any of
the several Underwriters.
14. Notices. All communications hereunder shall be in writing and if to the
Underwriters shall be mailed, faxed or delivered to the Representatives at the
address set forth on Schedule II hereto, or if to the Company shall be mailed,
faxed or delivered to it, attention of Treasurer, Dominion Resources, Inc., ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇).
[The rest of this page is left intentionally blank.]
-13-
Please sign and return to us a counterpart of this letter, whereupon this
letter will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
DOMINION RESOURCES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
-14-
The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.
BANC OF AMERICA SECURITIES LLC
acting individually and as Representative
of the Underwriters named in Schedule I hereto
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------
Authorized Signatory
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Principal
CREDIT SUISSE FIRST BOSTON CORPORATION
acting individually and as Representative
of the Underwriters named in Schedule I hereto
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------
Authorized Signatory
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Managing Director
-15-
SCHEDULE I
Principal Amount
of Senior Notes
Underwriter to be Purchased
----------- ----------------
Banc of America Securities LLC $260,000,000
Credit Suisse First Boston Corporation $260,000,000
------------
Total: $520,000,000
I-1
SCHEDULE II
Title of Senior Notes: 2002 Series C 5.70% Senior Notes Due September 17, 2012
Aggregate Principal Amount of the Senior Notes: $520,000,000
Initial Price to Public:
99.932% of the principal amount of the Senior Notes plus
accrued interest, if any, from the date of issuance
Initial Purchase Price to be paid by Underwriters:
99.282% of the principal amount of the Senior Notes, such
Initial Purchase Price to be paid by the Underwriters as
set forth in Sections 4 and 5 of the Agreement to which
this Schedule is attached
Time of Delivery: September 16, 2002, 10:00 A.M.
Closing Location: One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Senior Notes will be available for inspection by the Representatives at:
One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address for Notices to the Underwriters:
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - Capital Markets Division
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Mail Code: NC1-007-08-17
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Director
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy of any notice pursuant to Section 9(c) also sent to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: F. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., Esquire
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
II-1
SCHEDULE III
PROPOSED FORM OF OPINION
OF
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
Bank of America Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: DOMINION RESOURCES, INC.
2002 Series C 5.70% Senior Notes,
Due September 17, 2012
September 16, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Securities LLC
Credit Suisse First Boston Corporation
as Representatives for the Underwriters
listed in Schedule I to the Underwriting Agreement
c/o Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - Capital Markets Division
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Mail Code: NC1-007-06-01
c/o Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We have acted as your counsel in connection with the arrangements
for issuance by Dominion Resources, Inc. ("the Company") of up to U.S.
$520,000,000 aggregate principal amount of its 2002 Series C 5.70% Senior Notes
Due September 17, 2012 (the Senior Notes) and the offering of the Senior Notes
by you pursuant to an Underwriting Agreement dated September 9, 2002 by and
between you and the Company (the Underwriting Agreement). This letter is being
delivered to you pursuant to the Underwriting Agreement. All terms not otherwise
defined herein shall have the meanings set forth in the Underwriting Agreement.
III-1
We have examined originals, or copies certified to our
satisfaction of such corporate records of the Company, indentures, agreements
and other instruments, certificates of public officials, certificates of
officers and representatives of the Company and of the Trustee, and other
documents, as we have deemed necessary as a basis for the opinions hereinafter
expressed. As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon
certifications by officers of the Company, the Trustee and other appropriate
persons and statements contained in the Registration Statement hereinafter
mentioned. All legal proceedings taken as of the date hereof in connection with
the transactions contemplated by the Underwriting Agreement have been
satisfactory to us.
In addition, we attended the closing held today at the offices of
McGuireWoods LLP, One ▇▇▇▇▇ Center, Richmond, Virginia, at which the Company
satisfied the conditions contained in Section 7 of the Underwriting Agreement
that are required to be satisfied as of the Closing Date.
Based upon the foregoing, and having regard to legal
considerations that we deem relevant, we are of the opinion that:
1. The Company is a corporation duly incorporated and existing as
a corporation in good standing under the laws of Virginia, and has the corporate
power to transact its business as described in the Prospectus.
2. An appropriate order of the Commission with respect to the
sale of the Senior Notes under the Public Utility Holding Company Act of 1935,
as amended, has been issued, and such order remains in effect at this date and
constitutes valid and sufficient authorization for the sale of the Senior Notes
as contemplated by the Underwriting Agreement. No approval or consent by any
public regulatory body, other than such order and notification of effectiveness
by the Commission and approvals required under the Securities Act and the Rules
and Regulations, is legally required in connection with the sale of the Senior
Notes as contemplated by the Underwriting Agreement (except to the extent that
compliance with the provisions of securities or blue sky laws of certain states
may be required in connection with the sale of the Senior Notes in such states)
and the carrying out of the provisions of the Underwriting Agreement.
3. The Underwriting Agreement has been duly authorized by all
necessary corporate action and has been duly executed and delivered by the
Company.
4. The Indenture has been duly authorized, executed and delivered
by the Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law).
5. The Senior Notes have been duly authorized and executed by the
III-2
Company and when completed and authenticated by the Trustee in accordance with,
and in the form contemplated by, the Indenture and issued, delivered and paid
for as provided in the Underwriting Agreement, will have been duly issued under
the Indenture and will constitute valid and binding obligations of the Company
entitled to the benefits provided by the Indenture, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law).
6. The Registration Statement with respect to the Senior Notes
filed pursuant to the Securities Act, has become effective and remains in effect
at this date, and the Prospectus may lawfully be used for the purposes specified
in the Securities Act in connection with the offer for sale and the sale of
Senior Notes in the manner therein specified.
7. The Registration Statement and the Prospectus (except that we
express no comment or belief with respect to any historical or pro forma
financial statements and schedules and other financial or statistical
information contained or incorporated by reference in the Registration Statement
or Prospectus) appear on their face to be appropriately responsive in all
material respects to the requirements of the Securities Act, and to the
applicable rules and regulations of the Commission thereunder.
8. The statements relating to the Senior Notes contained in the
prospectus initially filed as part of the Registration Statement under the
captions DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF THE SENIOR DEBT
SECURITIES, as supplemented by the statements under the caption DESCRIPTION OF
THE SENIOR NOTES in the prospectus supplement dated September 9, 2002, are
accurate and do not omit any material fact required to be stated therein or
necessary to make such statements not misleading.
* * * * *
We have not undertaken to determine independently the accuracy or
completeness of the statements contained or incorporated by reference in the
Registration Statement or in the Prospectus, and as to the statistical
statements in the Registration Statement (which includes statistical statements
in the Incorporated Documents), we have relied solely on the officers of the
Company. We accordingly assume no responsibility for the accuracy or
completeness of the statements made in the Registration Statement, except as
stated in the preceding paragraph in regard to the statements relating to the
Senior Notes under the captions set forth in such preceding paragraph. We note
that the Incorporated Documents were prepared and filed by the Company without
our participation. We have, however, participated in conferences with counsel
for and representatives of the Company in connection with the preparation of the
Registration Statement, the Prospectus as it was initially issued and as it has
been supplemented or amended, and we have reviewed the Incorporated Documents
and such of the corporate records of the Company as we deemed advisable. In
addition, we participated in one or more due diligence conferences with
representatives of the Company and attended the closing at which the Company
satisfied the conditions contained in the Underwriting Agreement. None of the
foregoing participation, review or attendance disclosed to the lawyers in this
firm who have given
III-3
substantive legal attention to representation of the Underwriters in connection
with the issuance and sale of the Senior Notes any information that gives us
reason to believe that the Registration Statement contained on the date the
Registration Statement became effective, or the Prospectus contained on the date
it was issued or the date it was supplemented or amended, or that the
Registration Statement or the Prospectus contains on the date hereof (in all
cases, excepting the financial statements and schedules and other financial
information contained or incorporated therein by reference, any pro forma
financial information and notes thereto, and the Statement of Eligibility of the
Trustee filed on Form T-1 under the Trust Indenture Act, included or
incorporated by reference into the Registration Statement or the Prospectus, as
to which we express no belief), any untrue statement of a material fact or
omitted on said date or now omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The
foregoing assurance is given on the basis that any statement contained in an
Incorporated Document shall be deemed not to be contained in the Registration
Statement or Prospectus if the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
In rendering the opinions set forth in paragraphs (1) - (8)
above, we do not purport to express an opinion on any laws other than those of
the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent.
Very truly yours,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
III-4
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
MCGUIREWOODS LLP
One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: DOMINION RESOURCES, INC.
2002 Series C 5.70% Senior Notes
Due September 17, 2012
September 16, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Securities LLC
Credit Suisse First Boston Corporation
as Representatives for the Underwriters
listed in Schedule I to the Underwriting Agreement
c/o Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - Capital Markets Division
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Mail Code: NC1-007-06-01
c/o Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $520,000,000 aggregate
principal amount of 2002 Series C 5.70% Senior Notes due September 17, 2012 (the
"Senior Notes"), of Dominion Resources, Inc. (the "Company") pursuant to an
Underwriting Agreement dated September 9, 2002 by and between the Company and
the Underwriters listed on Schedule I as attached thereto (the "Underwriting
Agreement"), have been taken under our supervision as counsel for the Company.
This letter is being delivered to you pursuant to the Underwriting Agreement.
All terms not otherwise defined herein have the meanings set forth in the
Underwriting Agreement.
IV-1
We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Company, indentures, agreements, and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed necessary as a basis for the opinions hereinafter expressed. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon certifications by officers
of the Company, the Trustee and other appropriate persons and statements
contained in the Registration Statement hereinafter mentioned. All legal
proceedings taken as of the date hereof in connection with the transactions
contemplated by the Underwriting Agreement have been satisfactory to us.
On this basis we are of the opinion that:
1. No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than those required under the
Public Utility Holding Company Act of 1935, the Securities Act and the Rules and
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states) is necessary or required in
connection with the due authorization, execution and delivery of the
Underwriting Agreement or the due execution, delivery or performance of the
Indenture by the Company or for the offering, issuance, sale or delivery of the
Senior Notes. An appropriate order of Commission with respect to the sale of the
Senior Notes under the Public Utility Holding Company Act of 1935, as amended,
has been issued, and such order remains in effect at this date and constitutes
valid and sufficient authorization for the sale of the Senior Notes as
contemplated by the Underwriting Agreement.
2. The Indenture has been authorized, executed and delivered by the
Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless whether enforcement is in a
proceeding in equity or at law).
3. The Senior Notes have been duly authorized and executed by the
Company and, when completed and authenticated by the Trustee in accordance with,
and in the form contemplated by, the Indenture and issued, delivered and paid
for as provided in the Underwriting Agreement, will have been duly issued under
the Indenture and will constitute valid and binding obligations of the Company
entitled to the benefits provided by the Indenture except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally or by
general equitable principles (regardless of whether enforcement is in a
proceeding in equity or at law).
4. The Registration Statement (Reg. No. 333-97393) with respect to
the Senior Notes filed pursuant to the Securities Act, has become effective and
remains in effect at this date, and the Prospectus may lawfully be used for the
purposes specified in the Securities
IV-2
Act in connection with the offer for sale and the sale of the Senior Notes in
the manner therein specified.
5. The Registration Statement and the Prospectus (except the
financial statements and schedules contained or incorporated by reference
therein, as to which we express no opinion) appear on their face to be
appropriately responsive in all material respects to the requirements of the
Securities Act, and to the applicable rules and regulations of the Commission
thereunder.
6. We are of the opinion that the statements relating to the Senior
Notes contained in the prospectus initially filed as part of the Registration
Statement under DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR
DEBT SECURITIES, as supplemented by the statements under DESCRIPTION OF THE
SENIOR NOTES in the Prospectus Supplement dated September 9, 2002, are
substantially accurate and fair.
We have participated in conferences with officers and other
representatives of the Company and your representatives at which the contents of
the Registration Statement and the Prospectus were discussed, and we have
consulted with officers and other employees of the Company to inform them of the
disclosure requirements of the Securities Act. We have examined various reports,
records, contracts and other documents of the Company and orders and instruments
of public officials, which our investigation led us to deem pertinent. In
addition, we attended the closing at which the Company satisfied the conditions
contained in Section 7 of the Underwriting Agreement. We have not, however,
undertaken to make any independent review of other records of the Company which
our investigation did not lead us to deem pertinent. As to the statistical
statements in the Registration Statement (which includes the Incorporated
Documents), we have relied solely on the officers of the Company. We accordingly
assume no responsibility for the accuracy or completeness of the statements made
in the Registration Statement, except as stated above in the preceding paragraph
in regard to the statements described in such preceding paragraph. But such
conferences, consultation, examination and attendance disclosed to us no
information with respect to such other matters that gives us reason to believe
that the Registration Statement contained on the date the Registration Statement
became effective, or the Prospectus contained on the date it was issued, or that
the Registration Statement or the Prospectus (in each case, except with respect
to the financial statements and schedules and other financial information
contained or incorporated by reference in the Registration Statement or
Prospectus) contains on the date hereof, any untrue statement of a material fact
or omitted on such date or omits on the date hereof to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The foregoing assurance is provided on the basis that any statement
contained in an Incorporated Document shall be deemed not to be contained in the
Registration Statement or Prospectus if the statement has been modified or
superseded by any statement in a subsequently filed Incorporated Document or in
the Registration Statement or Prospectus prior to the date of the Underwriting
Agreement.
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We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent.
Yours very truly,
MCGUIREWOODS LLP
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SCHEDULE V
PROPOSED FORM OF OPINION
OF
GENERAL COUNSEL OF
DOMINION RESOURCES, INC.
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Re: DOMINION RESOURCES, INC.
2002 Series C 5.70% Senior Notes
Due September 17, 2012
September 16, 2002
To: The Addressees Listed on Annex A
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $520,000,000 aggregate
principal amount of 2002 Series C 5.70% Senior Notes due September 17, 2012 (the
Senior Notes), of Dominion Resources, Inc. ("the Company"), pursuant to an
Underwriting Agreement dated September 9, 2002 by and between the Company and
the Underwriters listed on Schedule I as attached thereto (the Underwriting
Agreement), have been taken under my supervision as Vice President and General
Counsel of the Company. Terms not otherwise defined herein have the meanings set
forth in the Underwriting Agreement.
As Vice President and General Counsel of the Company, I have general
responsibility over the attorneys within the Company's Legal Department
responsible for rendering legal counsel to the Company regarding corporate,
financial, securities and other matters. I am generally familiar with the
organization, business and affairs of the Company. I am also familiar with the
proceedings taken and proposed to be taken by the Company in connection with the
offering and sale of the Senior Notes, and I have examined such corporate
records, certificates and other documents and such questions of the law as I
have considered necessary or appropriate for the purposes of this opinion. In
addition, I have responsibility for supervising lawyers who may have been asked
by me or others to review legal matters arising in connection with the offering
and sale of the Senior Notes. Accordingly, some of the matters referred to
herein have not been handled personally by me, but I have been made familiar
with
V-1
the facts and circumstances and the applicable law, and the opinions herein
expressed are my own or are opinions of others in which I concur.
On this basis I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of Virginia, and has corporate
power and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and perform its
obligations under the Underwriting Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where
the failure to so qualify or to be in good standing would not result in a
Material Adverse Effect.
2. Each Significant Subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing under the
respective laws of the jurisdiction of its incorporation, has corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure to so
qualify or to be in good standing would not result in a Material Adverse Effect.
3. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
4. There are no actions, suits or proceedings pending or, to the best
of my knowledge, threatened, to which the Company or one of its subsidiaries is
a party or to which any of the Company's or any of its subsidiaries' properties
is subject other than any proceedings described in the Prospectus and
proceedings which I believe are not likely to have a material adverse effect on
the power or ability of the Company to perform its obligations under the
Underwriting Agreement or to consummate the transactions contemplated thereby or
by the Prospectus.
I am a member of the Bar of the Commonwealth of Virginia and I do not
purport to express an opinion on any laws other than those of the Commonwealth
of Virginia and the United States of America. This opinion may not be relied
upon by, nor may copies be delivered to, any person without our prior written
consent. I do not undertake to advise you of any changes in the opinions
expressed herein resulting from matters that may hereinafter arise or that may
hereinafter be brought to my attention.
Yours very truly,
GENERAL COUNSEL
V-2
Annex A
Banc of America Securities LLC
Credit Suisse First Boston Corporation
as Representatives for the Underwriters
listed in Schedule I to the Underwriting Agreement
c/o Banc of America Securities LLC
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Mail Code: NC1-007-06-01
c/o Credit Suisse First Boston Corporation
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c/o JPMorgan Chase Bank
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